Venom's Star
by Kagalei
Summary: Silver Star, leader of the newest team of heroes to hit the streets of LA. The Stars, her team. What do Venom and Carnage want with her? And how far are they willing to go for their goals? And what the hell was that light?
1. Prologue

Prologue

The streets were filthy but that was nothing new. Downtown LA was always filthy. The woman knew this and yet, she still decided to take the short-cut home. She heard movement behind her but knew better than to turn around. That only encouraged them. "Hey, baby. Want to have a good time?" One of them came out of nowhere and pinned her against the wall.  
"Please, let me go." The woman begged.  
"Now, if you keep saying things like that, I might start to think you didn't like me." The man said as he groped her. The woman tried to stifle a scream  
"She said please, you know." A female voice called out from across the street. The thug turned to look at the new comer. She was standing under a streetlight, leaning against the building behind her. She had dark blonde/light brown hair pulled back in a low ponytail covered with a back-wards ball-cap. Her skin was a cream color and she wore a dark blue (almost black) shirt with blue jeans and steel-toed shoes. In her hand was a long silver pole. "You should really do something someone asks you to." She had a smirk on her face as she opened her true-blue eyes that were surrounded by a sliver mask. (A.N. Think what Robin wears.)  
"Really? Would you like to take her place?" The thug made a jerking motion with his head and nine other guys appeared out of nowhere.  
The girl's smirk grew. "I'd love to play with all of you." She took a step forward and twirled the pole in her hand. "Are we going to do this one at a time or all at once?"  
"Get her!"  
As the leader looked on, he saw his men get beat back one by one until they were all unconscious. He turned his glare onto the girl as she stood up straight, twirling her pole around again. "So, are you going to let her go or do I get to play some more?"  
The leader let out a pathetic roar and charged her. Light gleamed off the knife he had pulled out of his pocket. The girl leaned back out of reach and the knife slashed centimeters from her face. The pole came up to knock the man's arm that was holding the knife back and whap up against the side of his head at the same time. "Using a concealed weapon in a fight and that's the best you can do? Man, you suck." The girl taunted before she kicked his nuts. She hit him on the back of the head and he went down and stayed down.  
Turning back to the woman, the girl didn't see the pair of solid white eyes stare at her back. "You okay?" She asked the woman.  
The woman nodded her head.  
The girl smiled. "Good. Now, head on home and don't ever take this shortcut again." The woman nodded and rushed out of that part of town. The girl turned and walked down a nearby alley.

Once he was sure the girl was gone, Venom stepped from the shadows. "Hmm..." He said thoughtfully. "We may have a partner soon. This will be interesting." One of the thugs started to stir. Venom opened his mouth and let his long tongue out to taste the air. 'Yes...' he thought as he tasted the girl's scent, 'Very interesting.' He turned to face the thug just as he was getting up. Before the thug was able to see clearly, Venom had him and his nine buddies webbed and was carrying them to his warehouse.

The girl watched Venom from the rooftop. 'So that's Venom.' She thought, gripping her pole tightly. A small smirk make it's way on to her face as she turned to look out over the city. 'Look out, LA. You just got double the crime force and double the lethal protectors.'


	2. Chapter 1

Hey, Kagalei here. I did the paragraph style a little different this time. And I forgot to mention this last chapter. The only person I actually own is Silver Star/Elizabeth Smith. Everyone else either belongs to Marvel or to themselves. My friends came up with their own powers and names so technically they belong to themselves. Anyway, enjoy the story. If you want a list of The Stars' names and powers feel free to PM me about it. R&R!

Chapter 1

Elizabeth stared at the clock dully. 'How much longer until the bell rings?' she thought idly.  
"Miss Smith. Would you please come up to the board and solve this problem?"  
Elizabeth glanced from the clock to Mrs. Shannon and then to the board. "Sure," she said dully. While the rest of the class was having trouble understanding the question, Elizabeth already had her homework finished through the next thirty problem sets. She barely glanced at the problem before she answered it. "The answer is (12x10-18x5+21x-10) x (18x12+6x3-9x-2)." Elizabeth put the marker down and headed back to her seat. As she reached it, the bell rang.  
'Finally,' she thought as she grabbed her bag and made it out the door. 'The bell seems to take longer everyday.'  
"Hey, Elizabeth!"  
Elizabeth stopped just inside of the door to the outside. Mentally counting to three, she sidestepped to the right. A teenage boy crashed into the door and rolled down the outside steps. "And that's why you don't try to attack the Silver Star from behind. Especially, if you give her a warning." Elizabeth glanced back at the five guys behind her before doing a front-flip down the steps to land next to the fallen boy. She poked him with her toe.  
"You okay, Sean?" called one of the boys from the top of the steps.  
The boy gave a thumbs up before sitting up and shaking his head. "Ow."  
Elizabeth rolled her eyes and winced a little as the other five boys caught up to them. The shortest one of them knelt down next to Sean. "You know, 9.99 times out of 10 she's going to dodge. So why do you keep trying?"  
"There is still that 0.01 time. I will catch her off-guard one of these days."  
Everybody rolled their eyes and chorused, "Yeah right."  
Elizabeth shook her head, "The day you catch me off-guard is the day Venom stops protecting this city."  
"That could happen any day now." The third tallest guy joked while jumping back to avoid Elizabeth's well aimed kick to his groin.  
"Brad, she will kill you one of these days." The short, red-head squatting beside Sean pointed out.  
"She can try." He retorted. An arm came out of nowhere and wrapped around his neck. Elizabeth pulled him down to her level as he tried to get out of her choke-hold.  
"What was that?" She hissed In his ear.  
"Nothing." He managed to gasp out.  
"Thought so." Elizabeth released him and turned to the others. "The Stars are meeting at Tech's place. Everyone will be there."  
"Roger." They all nodded their heads and raised their right arms to show the white bandages on them. Elizabeth smiled and returned the gesture.  
"See you later."  
"Hey, Braxton, I'm staying over at your place tonight." The dirty blonde haired boy with glasses said to the red-head as Elizabeth left.  
"Whatever Michael."

Venom sighed when the girl finally left her friends behind. 'So, our new partner brought a team with her. This makes things even more exciting.' He thought back to what she just said. 'The Stars are meeting tonight, huh. Guess we'll have to attend as well. Afterall,' He chuckled to himself as he followed the one called Elizabeth, "We must thank them for keeping us well-fed."

Silver Star's stomach was fluttering with warmth; something that had never happened before. 'I wonder if I've got the flu.' She thought idly as she ran through the streets and alleys toward Tech's house. As she ran, her hand brushed against her stomach gently. This only caused more heat to appear. 'Great.' She groaned. 'Just what I need. To be sick while on patrol. Demonmutt's never going to let me live it down.' She didn't notice the shadow following her on the rooftops. She did, however, notice the shadow in front of her detach itself from the wall. Skidding to a stop, she barely saw the glint of metal off a knife, before she noticed the other guys coming up from behind her.  
"So...is this going to be a mugging or a gang rape?" She asked, putting her back to the wall. "Cause I've got an appointment in a few minutes that I've really got to keep."  
The one with the knife grinned. "And just what would that be? Hmmmm?" He leaned in closer. "What is so important that you don't want to stay and play for a bit?"  
Sliver Star said nothing as she closed her eyes and took a deep breath. Sending her mind out, she touched everyone's mind. Most of them had greed and lust at the forefront; all except one. It was different from the rest. It wasn't compelled by lust or greed, although lust was certainly there. Hidden rage, curiosity and an undeniable hunger swamped her. Opening her eyes, she ignored the thugs around her and looked up into the white flames on the rooftop across form her. "Feeding time," she said under her breath.

Venom snarled as, one by one, the thugs followed Silver Star's gaze. 'Snack time.' How dare those fools seek prey in his territory? How dare they prey on the innocent? And how dare they go after the one he'd marked as his? Rage and hunger swamped him as the thugs below started to panic.

"Sh**! It's Venom!"  
"Da** it! I told you this was a bad idea!"  
Silver Star was grabbed by the guy with the knife; although she didn't seem to notice. Pressing the blade to her throat, he called out, "Don't even think about it, Venom! You attack anyone and she dies! You hear me? She'll die!"  
Silver Star continued to stare into Venom's eyes with a blank look on her face. Venom looked between her eyes and the knife, unsure of what to do. Silver Star blinked; the blank stare gone. The thugs seemed to have gotten their nerves back. "That's right! Venom won't hurt innocents!"  
"Go Boss!"  
Silver Star glanced around and met Venom's eyes again. Slowly, her eyes trailed down a nearby rain spout and along the ground until she reached her feet. Venom followed her gaze and then slowly trailed up her body. His eyes narrowed in understanding. Hissing at the gang leader, he allowed his body to turn to liquid and proceeded to flow down the drain  
"Look at that! The boss chased Venom away!"  
"I wouldn't count on it. Venom doesn't give up that easily." Silver Star said nonchalantly.  
"Shut up, girlie. I should..." The gang leader had to look down at his foot as he felt something crawl up it. "What the?!" He screamed as black liquid spread over his body. Silver Star didn't move as the arm around her waist grew in size and strength. Claw-tipped fingers brushed against the side of her rib cage, sending sparks though her bloodstream. She felt his warning growl rumble through his chest.

Venom grimaced at the bitter taste the gang leader left. Heroine and cocaine--how humans managed to inject themselves with that crap, he'll never know. Ejecting the remains out his back, Venom turned his attention back to the other thugs. Most of them were frozen with fear; a couple had already fled. "Just a suggestion..." Venom glanced down at the girl in his arms. Silver Star swept a bored glance over the alley. "But you should probably run."  
Venom laughed as they scrambled for the alley exits. Silver Star leaned back into his heavily muscled chest and let out a small sigh. "I hate it when they run."  
Venom's voice rumbled next to her ear. "You didn't have to give them that suggestion." His breath sent goosebumps flowing across her skin.  
Silver Star gave a soft gasp at the sensations shooting through her body and that was just him breathing on her. "I have a meeting I need to get to." Easily slipping out of his loose grip, she turned to him and bowed her head slightly. "Thank you for helping me" She turned and ran for the street.  
"We hope the meeting goes well, Silver Star." Venom called out from his spot.  
Silver Star stopped and looked over her shoulder; her blue eyes meeting his white ones. Giving him a half smile, she called out as she ran away, "Good night, Venom."  
His answering laugh trailed after her.


	3. Chapter 2

Chapter 2

Braxton sat at a computer in a darkened room under his garage. He glanced up from the screen as a door opened and closed. Nearly silent footsteps had him reaching under his desk for the can of mace he kept there. He visibly relaxed as Silver Star stepped into the light. "You're late." He said, turning back to the screen as she took her mask off.

"There was an almost gang rape/mugging a couple of blocks away. I was surprised." Elizabeth rubbed her temples with her finger tips. "Where's everybody else?"

"There was a robbery at Westside Bank's Main Branch. They went to check it out." Braxton glanced at her as she collapsed into a chair.

"Do we know who the robbers are?" Elizabeth turned to access the computer behind her.

Braxton studied her. She looked as if she could drop dead from exhaustion at any minute. Absently, she rubbed her temple with her free hand. "I have an idea but I'm not positive yet. Are you ok?"

Elizabeth sent a confused glance over her shoulder. "Yeah. Why?"

"You look like you're about to pass out standing up." His point was enforced by a yawn from her.

Elizabeth rubbed her eyes while shaking her head. "I'm fine. Just a little tired."

"A little?" Elizabeth ignored him in favor of studying the bank's security video. Pausing the video, she narrowed her eyes at the blur on the screen. Typing a few keys, she cleared the screen up enough for her to see the figure.

Elizabeth grabbed her pole and pulled her mask back down over her eyes. "Call the others! Get them out of there!" As she ran out the door, Braxton looked at the computer she had been working on. There, grinning up at the camera, was Carnage.

* * *

By the time Silver Star got to the scene, it was already too late for Demonmutt and Gluttony. Gamer and the twins were trying to keep Carnage in sight as they retreated. The sound of an air horn made Carnage cringe back. Gamer and the twins covered their ears as Silver Star walked between them toward Carnage. "I won't let you kill anyone else close to me." She glared at Carnage. "Streak, Storage! Grab Demonmutt and Gluttony. Gamer, get everyone out of here." The air horn was starting to lose its force now. Streak, the taller, skinner, faster twin carried Storage over to their teammates' bodies. Storage placed a hand on each of them and they disappeared. Gamer took on the form of his Dungeons & Dragons character as Carnage started to shake off the effects of the air horn.

Streak and Storage rushed back to the others. "Gamer, hurry. The air horn's dieing."

Gamer sent a half-glare at Storage. "I'm going as fast as I can. Group Teleportation isn't as easy as it looks."

The air horn let out a little whine as it finally died. Sliver Star threw it to the side as Carnage's insane grin turned in her direction. "You guys get out of here now!"

"What about you?" Streak asked as she took a step forward with her pole out.

"I'm the only one here who has any idea of how to stop him. I can't let him hurt anyone else." A ring of light surrounded the boys. "Gamer, get them outta here!"

Gamer exchanged a look with Storage as Streak disappeared and reappeared in front of Silver Star. "Not without you!" He picked her up and reappeared in the circle of light just in time.

* * *

As the bright flash of light died down, Carnage drew a deep breath into his lungs. "The girl. She would make an interesting pet before she became a snack." His grin, if possible, became wider and insaner. "This is going to be fun. Wouldn't you say so..." He turned and grinned up at the roof of a building across the street. "Father?"

Venom glared at his offspring.

"Awe. I take it you aren't happy to see me?"

Venom's grip on the ledge beneath him caused it to crumble but he took no noticed of the stone in his hand. You could feel the poison dripping from his voice as he spoke. "Stay away from her. She is ours."

"I'm willing to share." Carnage's grin became perverted. "I'm sure that we could make a three-some work." He took off down the street as Venom hurled web balls after him.

Venom was breathing heavily from anger as Carnage disappeared. "That son of a b****. We should have killed him when he was first spawned." He closed his eyes and took a deep breath to clam down. Once he was calm again, he knelt down next to the burnt circle on the ground. He touched the spot where he had seen Streak place Silver Star before the bright flash of light had engulfed them. 'He's going to go after her now. We must stop him if we are to have a chance with our chosen one.' Venom tasted the air as he stood up again. 'He managed to kill two of them before we arrived.' He sent one last glance at the remains of the bank before webbing away. 'That makes three people he's taken from her. We should have killed that bastard before he found a host.' He thought back to when he first say his intended, back in New York City.

~Flashback~

Carnage had held an entire bank hostage that day. NYPD had just put a team together to deal with the super-powered villains that had been popping up recently, and it's first task was to stop Carnage. Needless to say, Carnage ended up taking them hostage as well. It had been one of those rare moments where he and Spider-man were in complete agreement. Carnage had to be stopped. They had gotten there in time to see one of the officers throw himself in front of a couple of people that Carnage was aiming his tendrils at. Carnage had laughed as he absorbed everything but the man's skin. A girl in a silver face mask with a silver pole in her hand landed behind the hostages and moved them to safety as he and Spider-man attracted Carnage's attention. Ok, attracted wasn't the right word. More like demanded it with the way he had thrown the vault door at him. Carnage had thrown the man's empty skin away as he turned to face Spider-man and him. The girl had rushed to catch the skin and then knelt down with it in her arms. Venom couldn't remember much of the fight. The scent of her grief and sadness had held his attention. While his host had focused on the battle at hand, he had focused solely on her. The way she held herself said that she was trying hard not to break down. He had noticed the tears in her eyes that were starting to fall even though she didn't seem to. He hadn't noticed Carnage run or Spider-man leave to deal with the police. As he'd walked over to where she was knelling, he studied her outfit. If it wasn't for the silver mask on her face, she could have passed for any other girl on the street. She looked startled when he stood in front of her and asked, "Who was he to you?"

The girl looked up into his eyes with those true-blue orbs of hers. Venom barely heard her when she responded; her voice was that low. "My father."

Need slammed into him. When she spoke, her voice was almost overflowing with sorrow. A need to comfort her, to chase away that sorrow nearly overpowered him. His own voice was filled with regret as he knelt and wrapped his arms and tendrils around her. "We are sorry for your loss. We wish we could have avoided it."

The girl froze in surprise for a moment before burying her head into the crook of his neck and sobbing silently. A few moments passed with Venom just holding her gently as she cried out her sorrow. Then a woman's shrill voice snapped the girl out of her sorrow induced trance. "That's my mother," she said, leaning back slightly. "You should go. She hates symbiotes."

Venom said nothing as he turned his body into it's liquid state, covering her completely, before escaping down a drain in the floor. He hung in the drain long enough to watch her rip off her mask and press a button on the pole to make it shrink. Stuffing both in her pocket, she returned to silently crying over her father's skin.

~End Flashback~

Venom silently vowed to himself that Carnage was never going to make her cry like that again.


	4. Chapter 3

I don't own any Marvel character that you'll see in this chapter. If fact I don't own Sean, Ian, Michael, Braxton, Wayne or Brad either. I only own Sliver Star/Elizabeth and the plot line for this story.

* * *

Chapter 3

Elizabeth, Sean, Ian, Michael and Braxton watched on, grim faced, as Wayne and Brad's caskets were lowered into the ground. Behind them stood various other heroes: Spider-man, Captain America, Ironman, the X-men; all in their civilian identities. Venom stood off to the side (disguised as Eddie Brock, even though Eddie had died sometime earlier), hidden by the photographers and reporters that had come to get shots of the famous Tony Stark and friends. Elizabeth had called everyone she could think of once the others had convinced her not to go chasing after Carnage, and now she struggled not to break down. She was the leader of The Stars. She was Silver Star, a hero. Heroes don't break down and cry, at all. Michael and Braxton each had a hand on her shoulders while Ian and Sean stood behind and to the side of her, one of their hands on her shoulder blades--each one giving support anyway they could. Elizabeth's fist clenched as the gravediggers started to throw dirt onto the coffins.

"This is my fault. I should have been there."

The boys all exchanged glances before Ian sighed. "What could you have done? Besides getting killed yourself."

"First into trouble and last out. That's what it means to be a leader. If I hadn't stopped to beat up that gang, I could have been there to save them." Unshed tears welled up angrily in her eyes as she turned to glare at them. "I should have been there. I could have saved them."

Michael snorted. "Or been killed along with them. Face it, Liz. There was nothing you could have done to save them."

Elizabeth took a deep breath and let it out slowly before replying. "Sorry guys. There's too many unchecked emotions around here. I think I'm about to overload." Her hand twitched as she shook off their hands. "I need to get somewhere else before that."

The boys exchanged another glance. "How bad are we talking?" Braxton said as the five of them took off in a jog for the older, more secluded part of the cometary.

"Very bad." Elizabeth fell to her knees on the other side of a mausoleum; her eyes taking on a faint blue glow. Sean dropped in front of her and pulled her into his arms. Ian hugged her from behind while Michael and Braxton embraced her from her sides; each one on their knees as well. Mentally, they braced for the agony they were about to experience.

* * *

Venom watched from afar as The Stars ran to the older part of the cemetery. 'She must be close to an overload.' He glanced at the collective group of heroes and caught Peter Parker's eye before walking in the direction of The Stars. 'Let's see if web-head as enough brains to bring help.' He resisted the urge to look behind him and wait to see if Parker would bring help. Of course, if he did, Venom could call him weak and laugh. If he didn't, he could call him a fool and snarl at him. All thoughts of teasing Parker flew out of his head when he turned the corner of the mausoleum. Sean, Ian, Braxton and Michael had been blown away by the force of Elizabeth's overload. They were unconscious but fine from what he could tell. He turned his attention to Elizabeth. She was floating four feet in the air on her back. Her eyes were closed and there was a faint blue outline around her body. He was standing half a foot away from her when Parker, Rogue, Gambit, and McCoy rounded the corner. Venom hadn't even noticed the fact that he had been moving closer until she floated into his arms. The blue outline surrounded him for a moment before shrinking and forming an almost choker-like chain necklace with a single round charm on it. The charm had a white spider, exactly like the one on his chest, with a black background. No one moved for a moment. Then Venom tore his eyes away from Elizabeth to glance over his shoulder. "Get the boys some medical attention to make sure they're alright. We'll take her home."

"Remy is confused. What goin' on?" Gambit scratched the back of his head.

Rogue glanced at her lover. "That makes two of us, suga." The four of them watched as Venom shed his Eddie Brock disguise and took off with Elizabeth cradled to his chest.

McCoy looked at Parker as he knelt next to Sean. "Have you ever seen Venom act like that before? I didn't think he had it in him to be gentle."

Parker hoisted Michael onto his back. "Just once. It was right after her father was killed by Carnage. Venom comforted her then. That's the only time I've ever seen him act so serious."

Braxton piped up from Rogue's back. "Unless he's trying to kill Carnage."

Gambit had his arm around Ian's shoulders while Ian leaned heavily on him. "How are you, mon ami?"

"Worn out. That was no ordinary overload." Ian panted. Sean groaned as McCoy shook him awake.

"It's Sunday. I don't get up before noon on Sundays."

Braxton rolled his eyes. "It's Friday and its 3 o'clock in the afternoon."

Ian tapped him with his foot. "Get up, you pussy."

Sean sat up slowly. "Gawd. I feel like I went on a drinking binge last night. What happened?"

McCoy answered as he helped him up. "Apparently, Elizabeth didn't have a normal overload. You're all suffering from the backlash."

Michael stirred. "That wasn't an overload. That was a bonding of some kind."

Parker glanced over his shoulder at him. "Are you sure?"

Michael nodded tiredly, "Yeah, and whatever bond she needed, we couldn't provide. That's why we were rejected." He looked around. "Where is she anyway?"

"Venom took her."

The Stars glanced at each other from their various positions. Sean was the on to break the silence. "Do you know if he was the first one to touch her after we did?"

"She floated into Venom's arms, if that is what you mean." McCoy supplied.

"She stopped glowing?" Ian's question sounded more like a statement.

"Yeah."

The Stars seemed to let out a collective breath. "She's alright then. Whatever bond she needed, Venom must have been able to provide." Braxton managed to slide off of Rogue's back and remain standing. "Venom will take care of her. We need to see if we can't locate Carnage."

Parker let Michael off his back. "How can you be sure that Venom won't harm her?" He sent a worried glance in the direction Venom went. "This is Venom we're talking about here."

The Stars exchanged knowing looks. Braxton finally broke out into a grin. "Two things. First, if the person you're bonded to gets hurt, you're going to feel it in some way. Second, after all she's done for him, he better treat her right. He owes her big time."

McCoy blinked at their expressions. "What do you mean, he owes her?"

Ian and Sean looked at each other before replying in unison, "Let's just say the streets of LA are really starting to clean up.

* * *

I would like to thank my one reviewer. You know who you are. And thanks for the story alert too. To everyone else, REVIEW!!! Otherwise, Carnage gets to have some fun.

Carnage: *insane laughter* I'm going to enjoy this so much!

Me: *hides behind Venom* So, review so Venom can kick his ass!


	5. Chapter 4

I only own Silver Star/Elizabeth, a Marvel Encylopedia and the plot to this story. The Stars's teammembers belong to themselves, and if any of them are reading this, I would love to know about it since the only thing I would tell them about it was that they were all in it. And to prove that it is you, guys, you have to tell me your real name, what our group was really called, and what year you graduated high school. Anyway, Read and Review! :-)

* * *

Chapter 4

Something black slipped under the window sill. It reached up and unhooked the latch. Venom pushed the window open and slipped silently into the room. He glanced around before walking over to the cloth hammock hanging in the corner. Using his tendrils to pull the covers back, he gently laid his precious cargo into the hammock and pulled the covers over her. Elizabeth rolled to face him in her sleep; her new necklace reflecting the moonlight. Venom knelt next to her hammock; reaching to brush her hair out of her face. Elizabeth moved again in her sleep and suddenly, he was cupping her cheek. Automatically, his touch turned gentle and she started to nuzzle his palm. A deep rumble filled his chest as the sensation of her soft skin rubbing against his woke some primitive instinct. An almost silent mew from her created a curious melting in his chest. He drew his gaze back to her necklace with his symbol on it. He thought back over how the necklace came to be. 'What was that light anyway? And why did it form into a necklace with my symbol?' His gaze was drawn up to her face when he noticed a faint blue glow under her eye lids. Elizabeth's eyes snapped open and stared into his white ones. Venom could feel his own eyes start to take on the glow before his body took over. The next thing he knew, his body had turned into its' liquid form and covered hers. As he fought to regain control, he felt something flow through him and settle somewhere in his chest region. Suddenly, it didn't matter anymore. Nothing mattered, but the feeling of completeness. He wasn't hungry; he wasn't angry; he wasn't even restless. he was just there. Venom felt himself settle onto her body and slowly drift off to sleep.

Elizabeth slowly became aware of an un-natural warmth as she woke the next morning. Giving a content sigh, she snuggled into a ball and tried to go back to sleep. A couple of minutes later, the sun started to shine in her eyes. Giving a slight growl, she pulled the covers over her head and squeezed her eyes shut. Something sliding over her face had her eyes snapping open and her shooting up in the hammock. With wide eyes, she watched as a black ooze slid off her body and onto the floor in front of her. Without thinking, her hand flew to her new necklace and clutched it tightly. Something brushed against her empathy as the ooze started to stand up. Instantly, her body relaxed as Venom towered over her. The breath caught in her throat when their eyes locked. There was something different in his eyes. Something dark, primitive--possessive. Her hand clutched the necklace tighter; an anchor in the storm of emotions she was sensing.

Venom watched as Elizabeth's hand tightened on the charm with his symbol. The gesture was wholly feminine-- something she'd hate if she was aware of what she was doing. His musing was cut short when he realized that she had stopped breathing. Slowly he drew a deep breath into his lungs and then, just as slowly let it out. The next breath he drew, Elizabeth drew at the same time and pace. Slowly, as not to startle her, Venom knelt in front of her and spoke softly, "Are you all right now, Star?"

Elizabeth blinked and focused. "Yeah, I think so." She looked down at his chest. "What happened to you?"

Not knowing what she was talking about, he glanced down at his chest. Right above where his heart would have been if he were human, a small silver star had formed under the spider's legs. Venom did his own version of a blink, though you couldn't really call it that because no one could tell the difference. "That's new."

"And where did this necklace come from?" Elizabeth finally realized she was clutching something that hadn't been there before the funeral.

Venom turned back to her. "What do you remember from the funeral?"

Elizabeth's eyes fell at the mention of her teammates' and friends' funeral before closing completely. "I remember warning everyone that I was about to overload. And falling... by myself. I remember thinking that something was wrong. The loneliness had never been that strong before. It was so cold." Her eyes half-opened as she shivered and wrapped her arms around herself. The haunted look in her eyes had Venom laying on the hammock and pulling her into his arms. A warmth spread through him when she rested her head above the star on his chest. "And then something warm came and forced the cold away. I wasn't alone anymore." She fiddled with the necklace again. "It was you, wasn't it? You chased the cold away."

Venom was silent for a moment. "When we walked around the mausoleum, the boys had been knocked unconscious and you were floating four feet in the air with a blue glow around you. We don't remember walking towards you but you were suddenly in our arms. The blue glow surrounded us and then formed your necklace. After that, we brought you home. Once we put you in your bed, your eyes started to glow again. We had no control as our body flowed over you and fell asleep. We awoke this morning after you pulled the covers over your head."

"So neither of us has any idea of what happened. Great--just great." She huffed and closed her eyes again. Silence reined in the minutes that flowed. Venom wasn't sure when he started but he noticed that one of his hands had crept up to the back of her neck and had started to massage it. Elizabeth laid really still and was starting to drift off to sleep. A knock at the door caused them both to jump. Venom revered to his liquid form and hid under the blankets as Elizabeth opened the door. "Morning Mom." Elizabeth blinked at the woman only an inch taller than her. If she could somehow rapidly age forty years or have her mother rapidly de-age, they could have looked like twins. "What's with trying to pound my door down?"

He mother glared at her angrily. "Where were you last night?! You never came home and I waited up!"

"Mom," Elizabeth spoke calmly, "if I never came home, how is it that I'm standing here in my room at," She paused to check her watch. "Seven in the morning?"

Her mother narrowed her eyes at her. "You snuck in through your window again, didn't you?" Her look suddenly turned horrified. "Oh God. What if that monster had taken you?"

Elizabeth's face went blank. "Which monster, Mom?"

"What do you mean which monster? I'm talking about Venom. You know, the one that killed your father."

"Mom, I've told you before, that was Carnage, not Venom."

"What's the difference? It changes shape; it could change names too."

Elizabeth sighed and rolled her eyes before speaking in a monotone voice. "Carnage is red, psychotic, and a killer. Venom is black, sane, and a protector of the innocent." It was clear that they had had this same argument several times before.

"Sweety, I know you think that that monster is the one that saved you but that was Spider Man." She brushed a few stray hairs out of her face. "I still don't know what you were doing there in the first place."

Elizabeth rubbed her face. "Was there a reason for waking me before noon on a Saturday?"

Her mother gave her a disapproving look for changing the subject. "Your friend, Conner, called last night. He said you were all meeting at Braxton's house at one and that he was going to be here at 12:45 to pick up you and Vince. Now, who's Vince?"

Elizabeth blinked. 'Vince? I don't know any... Oh! You guys are awesome!' She mentally cheered. "Vince is a new guy at school that started hanging out with us. He only lives a couple of blocks away so we decided that when we were going to hang out, he'd walk here and Conner would pick us both up. Saves gas that way."

"What does he look like?"

"Uh, he has dark brown, almost black, hair with deep blue eyes. He's about six foot two, maybe six foot three with skin a couple of shades darker than mine. Did I mention that he's ripped?"

"And you're sure you can trust him?" Her mother pressed.

Elizabeth closed her eyes and tilted her head back. "With my life." She said seriously. Her mother had a shocked look on her face. Elizabeth knew it was because she rarely ever trusted a guy so quickly. Hell, even her teammates had taken time for her trust them as much as she does. "Mom, I'm really tired after yesterday. Thanks for letting me know about the meeting. But honestly, I just want to sleep for a few more hours."

Her mother blinked rapidly. "Yes, of course. Goodnight dear." She said faintly as she walked down the hallway, still slightly dazed.

Elizabeth closed her door and breathed a sigh of relief. But she had to jump when she turned to see the teen she had just described. "Jeez, Vee. A little warning next time."

Venom cocked his head to the side. "Is this not the form you described?"

Elizabeth put her finger on her chin in thought. "Hm, close. But I pictured the muscle to be a bit more subtle. Like the only way you can tell its there is by feeling it." Venom's muscle sized decreased dramatically until there was just a hint of muscle left. "Perfect." Elizabeth smiled softly for a moment before the smile faded. "I've bought us some time but not much." She glanced at the door for a moment only to turn around to find Venom two inches away. Once again her breath caught in her throat.

Venom studied her for a moment before brushing a lock of hair behind her ear. "You should rest like you told your mother you would. We'll keep an eye on the time."

"But you need to rest too. Besides, I'm not as tired as I let on." However, her statement was negated by the yawn that followed.

Venom's chuckle rumbled through his chest. "It would seem that your body disagrees with you. Rest and we will see you later."

"But..."

"Rest." Venom leaned down slightly and brushed a kiss across her forehead. "Even the brightest stars take a break every now and then." And with that, he turned and slid out the window.

Elizabeth blinked at the spot where Venom had just been standing. 'What just happened?'

* * *

I would like to thank my second reviewer and story alert person, Lorendiac, who brought up a very interesting point. If anyone's been wondering about which Venom this is,well... It's just the symbiote. I don't remember where I got this idea from but Eddie Brock is dead and rather than find a new host, the symbiote found that by devoring the criminals that he (or in some cases like at the beginning of the story, the Stars) defeats, he is able to maintain a human shape and take on their physical characteristics. Since the symbiote already has chameleon like ablities, I thought it would be cool if he was able to change his appearence as he saw fit.

As for any grammer errors, please note that I wrote most of this over two years ago. And when I uploaded it, the grammer checker didn't alert me to anything, so I just left it as is. I'll try to do better in the future.

And if anyone wants a summary of the Stars names/powers/characteristics/place on the team, feel free to ask me for them in a review.


	6. Chapter 5

Disclaimer: I only own Elizabeth/Silver Star, the team's name and the idea/plot behind this story. Everything else belongs to its' or their original owners.

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Chapter 5

"Vince?" Was the first thing out of Elizabeth's mouth when she and Venom climbed into Conner's red 2005 Ford Taurus. "Who came up with Vince?"

"Hey, Vince is a cool name." Conner defended. "Besides, you knew who I was talking about."

Elizabeth snorted. "Yeah, after five seconds. My mom was staring at me like a scientist does a bug." Venom watched the two of them quietly from the backseat. "I had to make up something on the spot. By the way, if Mom asks, he's in your collage courses at school. The last thing we need is for her to find out he's Venom. As it is, you pulled up in time for us to escape the third degree."

"Happy to help." Conner glanced in the rear-view mirror at Venom. "So, what do you want us to call you? Venom or Vince?"

"Venom. Unless we're in public."

"Ok. That voice coming out of that body sounds really creepy." Conner shivered. "You've got to sound more human if you're going to blend in."

Venom raised an eyebrow. "Like this?" The usual undertone in his voice was gone, leaving him sounding like a regular teenage boy.

"Much better. Thank you."

Elizabeth gave a half smile and rolled her eyes. Suddenly, she was all business. "Did the others fill you, Clifton and Jacobee in?"

Conner's face became a blank slate. "Yeah." His grip on the steering wheel tightened. "Carnage is going to pay for what he did. Not only did he steal my life savings, he killed two of my teammates. Oh yeah, he's going to pay."

"We have to find him first."

"Already on it. Michael changed to some wizard character off a game I've never heard of and is trying to use a locater spell. Braxton's using his super computer; Clifton's staying invisible and investigating the police records. And everyone else is being extra observant on their patrol routes, as well as extra cautious"

Elizabeth smirked and shook her head. "I knew there was a reason I made you second-in-command." She blinked and got a really confused look on her face. "Wait, he stole your life savings too? I didn't know you banked there."

Conner rolled his eyes. "Of all the things to latch onto, you picked that."

"Hey, I'm weird."

Conner pulled into Braxton's garage and parked the car. As the garage door slid shut, the three of them got out and made their way to the door. Braxton met them there. "Hey guys. Mom and Dad aren't here so we're in the kitchen." He gave Venom a once over. "Nice outfit."

Venom glanced down. Blue jeans and a black T-shirt with a small silver star above his heart. "Thanks."

The four of them walked into the kitchen. Elizabeth and Conner immediately went for the fridge. Elizabeth grabbed a Citrus Green Tea, took a swallow and leaned against the counter as Conner pulled out some left over Chinese. She noticed Venom watching her form the doorway. "Come on over. There's plenty of space."

Venom blinked and walked over to stand beside her. Together, they watched Conner put his food on a plate and hand it to one of the teens Venom hadn't seen before. "Here, Jacobee. Do your stuff."

"Man, use the microwave like normal people." Jacobee hand the plate back and pointed tot he microwave across the kitchen. "I'm not your personal food warmer."

The plate jerked itself out of Conner's hand and floated over to the microwave. The microwave opened, let the plate in, closed and started itself up. Venom glanced down at Elizabeth with a raise eyebrow. Elizabeth caught he glance and smiled behind her drink. "Conner, stop teasing Jacobee. And Clifton, quit trying to freak out the new guy." She turned to the island where Braxton, Sean and Ian had their laptops set up. "Any luck?"

Braxton snorted. "Not yet. This guy's not an easy one to track."

Elizabeth raised an eyebrow when Sean and Ian quickly closed their laptops. "You guys were playing StarCraft again, weren't you?" Her question was more of a statement.

"We plead the fifth." They responded in unison.

She just rolled her eyes. Everyone else shook their heads and let out a collective sigh. The door to the garage opened and Michael walked in. "What about StarCraft?"

Elizabeth ignored his question as she turned to him. "Anything?"

He shook his head. "I need a piece of something he's touched recently or, in his case, a part of him. Otherwise, I might lead us in circles."

"It was worth a shot." She faced the microwave again. "What about the police station? Any leads?"

A sixteen year-old boy shimmered into view. "Not much. Some of them are saying that Venom's gone off the deep end and are blaming him instead of Carnage. Of course," he looked at Venom. "These are the mutant-haters that would rather blame it on us mutants instead. Fortunately, the police chief was in New York during one of Carnage's attacks and knows the signs. He's thinking of calling S.H.I.E.L.D. in."

Braxton winced. "He's not thinking anymore. S.H.I.E.L.D. just sent out a unit and its heading here." His fingers flew over the keyboard as more information scrolled across the screen. "And they're armed with sonic guns, knives, bombs and flamethrowers. They're not pulling any punches this time."

Everyone stilled. Elizabeth's tone was emotionless. "And they don't care which symbiote they get."

Braxton nodded. "Their orders are to shoot first, figure it out later."

Jacobee shook his head. "Not good."

Everyone was quiet after Jacobee's statement. Elizabeth unconsciously moved closer to Venom. Equally unconscious, Venom wrapped an arm around her shoulders. No one said a word.

The doorbell rang a few minutes later; causing everyone to jump slightly. Braxton turned on the camera on his front stoop. He paled visibly. "It's them." He looked up from his laptop. "It's S.H.I.E.L.D."

They all visibly tensed. "Da**, they move fast." Elizabeth breathed. "Okay. Shado," she pointed at the boy near the microwave, which Venom figured to be Clifton. "Go invisible. Gamer, go Harry Potter with the Invisibility Cloak and hide Red Bandit with you." She looked at Michael and Conner. All three of them nodded. Clifton shimmered out of view while Michael changed into Hogwarts robes with something silver in his hands. Conner stepped close to him and he threw the silvery thing over them. Instantly, they vanished. "Sean, Ian. Go back to playing StarCraft. Everyone else, act normal." The doorbell rang again. "Braxton, go."

Braxton nodded and went to answer the door. Elizabeth let out a long breath and leaned onto Venom. Venom gave her a slight reassuring squeeze before turning his attention to the kitchen doorway.

* * *

And here is where we enter a grey area. You see, I've got about half of the next chapter done and I'm stuck. I know what I want to happen and where I want this story to go, but I can't figure out how to get there. So, until I can figure out how to do that, this story is going to be paused. If anyone would like to help me, please tell me so and I'll send you a PM with all the details. Thank you so much for reading and I'm sorry for making you wait.


	7. Chapter 6

I do not own Venom, SHIELD or any of the characters besides Elizabeth Smith/Silver Star. They belong to their respective owners. Please review. Thank you.

* * *

Chapter 6

Braxton walked back in a few minutes later; his jaw clenched. Behind him was a man in a black business suit carrying a briefcase, "Guys, this is Agent Barney of SHIELD. He wants to talk to us." He made their symbols for sonic and gun near his right hip.

'So… Agent Barney has a sonic gun on his right side. Figures,' Elizabeth's eyes tightened a fraction of an inch. She kept her face blank, "What do you need, Agent Barney?"

Agent Barney set his briefcase on the island, "Where's Venom?" His eyes bore into hers.

"What makes you thing we know where he is? Just because we help him doesn't mean we keep tabs on him."

"It would be a shame if your mother found out her eldest daughter was helping the one that killed her husband, now wouldn't it?" He had a small professional smirk on his face as he watched Elizabeth's face change colors.

First, she went pale. Then her eyes darkened and her face flushed, "One…" she growled, "That goes against the Civilian Identity Act that every SHIELD agent and hero had to sign. And two, that was Carnage not Venom." Vince had to wrap an arm around her waist to keep her from getting in Agent Barney's face.

Agent Barney's eyes went from Elizabeth's face to the arm around her waist. He followed the arm to Vince's face and studied him. Calmly, he reached for the sonic gun.

One of Jacobee's hands lit up before he could draw it, "Don't even think about it. I won't hesitate to stop you."

The gun jerked out of its holster and floated over to Sean. Sean brushed it with his hand and it disappeared. Elizabeth smirked when Agent Barney started to sweat, "The Stars protect our own; just like SHIELD. Venom is one of us and we will defend him if need be. You may have your gun back when you leave, Agent Barney. Now, why are you here again?"

Agent Barney visibly paled, "My orders are to take Venom into custody. The higher-ups want him at headquarters for some reason."

"Tech…" Braxton was already typing furiously at his laptop.

"Subject: Venom. Reason for containment: classified. Note: Fury wants to see it as soon as it arrives." Braxton whistled, "Jeez, Vee. The top brass wants to see you and I can't hack his personal computer from here to find out why."

Elizabeth glanced around the room, "I guess the Stars are going to pay SHIELD a visit, aren't they?"

Sean, Ian, Jacobee and one of the invisible ones—Vince's guess was Michael or Clifton—shouted as one, "Road trip! I call shotgun!"

Vince shook his head as Elizabeth turned back to Agent Barney, "Tell Fury that Venom will talk to him—with his teammates present. If you try anything against him, we will retaliate. Understood?"

Agent Barney glanced around the room—felt the hostility directed at him—and swallowed loudly, "I'll tell him."

Elizabeth's smirk grew, "Good. Storage, Shado—give the man back his gun."

"Do they have to?" Braxton asked, "I haven't had a chance to study one yet."

Ian snorted, "Get the blueprints and build one."

"That takes all the fun out of reverse engineering." Sean held his hand out and the sonic gun appeared. It floated over to Agent Barney and hovered in front of him. His hand shook as he reached for it.

As he tried to put it back in its holster, Elizabeth turned to look at Vince, "When do you think would be a good time for Venom to speak with Fury?"

Vince shrugged, "Whenever you say. Venom's not that picky."

She turned back to the others, "anybody got anything scheduled for tomorrow afternoon?"

"No," seven voices said in unison. Agent Barney shivered at the sound.

"3 o'clock?"

"That's fine," their eyes remained on Agent Barney's shaking form.

Elizabeth nodded and turned back to agent Barney, "We'll be at SHIELD headquarters at 3 o'clock tomorrow. Try not to shoot us."

Agent Barney nodded slowly, "right. I'll inform the defense system. Good day." He walked out the door. Braxton followed him.

No one moved until Braxton came back and gave them a thumbs-up. Then they all let out a collective breath. Elizabeth sagged in Vince's arms, "Did we just tell off a SHIELD agent?"

"Yes, yes, I believe we did," Conner replied as Michael vanished the Harry Potter character.

"What was I thinking? Why didn't you guys gag me? We're all going to die!"

"Dude, you were in the zone. We weren't about to break that," Ian said as he high-fived Sean. "I think that deserves an epic success."

"I'll only accept it after we survive tomorrow," Elizabeth turned and buried her face in Vince's shirt, "Gawd, I'm a moron who can't keep her mouth shut."

Jacobee shrugged, "Yeah, but you're the moron leader of the team." He smirked at her, "And as the lower ranks, we follow wherever you go."

Elizabeth glanced around the room at her teammates faces. They each nodded their heads at her with smirks on their faces. "All right. Now that my freak out moment is over," she said before pinning Braxton with a look, "Tech, how long will it take us to get to SHIELD headquarters?"

Braxton blinked at her, "Depends on where they'll be tomorrow. Hang on a sec…" One moment he was standing by the door, the next he was sitting at the island typing away at his laptop.

"If it helps, Conner's piloting."

He didn't even look up, "That helps me more than you know."

Conner leaned over Braxton's shoulder, "Was that an insult or a complement?"

Braxton answered without looking up, "Take it as you will." He looked up after a moment, "Two hours."

Elizabeth blinked before paling again, "Two hours?"

"Yep."

"God damn it! Shit! Fuck! Crap! Slag! Scrap! Pit fire! Ahh!" Elizabeth started to lightly bang her head against the fridge behind her. "Why did I agree to this again?" she whimpered.

Seeing the look on Vince's face, everybody else in the room stated, in unison, "She's afraid of flying." Michael continued for the rest, "And it doesn't matter what we say or do, she's frozen with fear."

"Not to mention," Jacobee shot Conner a look, "Red Bandit flies like a freakin' demon."

Vince looked at him in confusion, "They why…"

Elizabeth's voice was interrupted with bangs as she continued to hit her head against the fridge, "Because he'll," bang, "get us there," bang, "faster than anyone," bang, "else." Thud. "Ow."

Clifton rolled his eyes, "Keep it up and you'll give yourself a concussion. And we've got another problem that I just thought of. Well, two actually." Everyone looked at him as he held up his hand with the first finger raised, "One: if we're all going to talk to Fury, who's patrolling the city? And two," a second finger joined the first, "How are we going to explain to our parents that they won't be able to reach us for the entire afternoon, if not longer?"

Everyone looked at each other before gaining thoughtful expressions on their faces. Ian spoke after a minute of silence had passed, "Well, your mom kind of knows about Vince, right?"

Elizabeth blinked and raised an eyebrow, "Yeah, she thinks he's the new kid in Conner's college classes at school who lives a couple of blocks away. What's that got to do with…" she trailed off before shaking her head. "No. No way. Ian, she just met him for a total of thirty seconds. There's no way she'll believe that."

Jacobee used his hand to prop his head up on the counter, "Would the two of you mind sharing with the rest of the class?"

"He's planning on using my mom's lack of knowledge on all things Vince in our favor," Elizabeth crossed her arms. "Aren't you, Ian?"

Ian gave a cocky smirk, "Exactly. We'll just say that Vince took us out of town for the day and we didn't have any cell service. In a way, we'll be telling the truth."

Conner nodded, "That will work for a cover story but what about Clifton's first question; who's going to patrol the city while we're away?"

Elizabeth sighed in defeat, "I know a couple of guys. Let me give them a call and we'll work something out." She yawned before leaning back against Vince's chest again, "So, do we have any other Stars business to discuss?"

Sean looked around, "Unless anyone suddenly deducts where Carnage is hiding, I'm pretty sure that's it."

A few heads shaking later and Elizabeth decided to call it quits, "Alright, so we meet up at the warehouse at noon tomorrow. Whoever's supposed to be on patrol, get to it. And be careful out there. We've already lost two friends and I'd rather we didn't lose anyone else. Stars, dismissed."

Michael and Jacobee sighed before heading out the garage door. It was their turn for patrol. Sean and Ian opened their laptops back up and continued playing StarCraft. Clifton watched over their shoulders. Conner turned to look at Elizabeth and Vince, "Do you two want to hang out before I take you home?"

Elizabeth shrugged, "That's fine by me. I don't want to face my mom just yet." She tilted her head to look at Vince, "What about you, Vee?"

"That's fine," he shrugged.

"Awesome, let's go." The three of them walked out the door, "Later guys!"

"See you tomorrow or if there's trouble—whichever happened first!" Braxton called out before the door shut.


End file.
